Sec Form 4 Filing - Klein Martin P @ Athene Holding Ltd - 2018-11-15

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Klein Martin P
2. Issuer Name and Ticker or Trading Symbol
Athene Holding Ltd [ ATH]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Executive VP and CFO
(Last) (First) (Middle)
C/O ATHENE HOLDING LTD., CHESNEY HOUSE,, FIRST FLOOR, 96 PITTS BAY ROAD
3. Date of Earliest Transaction (MM/DD/YY)
11/15/2018
(Street)
PEMBROKE, D0HM08
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class M-4 Prime Common Shares $ 27.83 ( 1 ) 11/15/2018 F 7,954.34 ( 2 ) ( 1 )( 3 ) ( 1 )( 3 ) Class A Common Shares 7,954.34 $ 17.71 ( 2 ) 195,878.11 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Klein Martin P
C/O ATHENE HOLDING LTD., CHESNEY HOUSE,
FIRST FLOOR, 96 PITTS BAY ROAD
PEMBROKE, D0HM08
Executive VP and CFO
Signatures
/s/ Ira Rosenblatt, attorney-in-fact 11/15/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )These Class M-4 Prime common shares are exchangeable into Class A common shares, on a one-to-one basis, once vested and upon payment of the conversion price (which can be paid in cash or shares).
( 2 )This reported transaction represents shares withheld to satisfy tax withholding obligations in connection with the vesting of Class M-4 Prime common shares. The price of derivative security represents the per share value of the Class M-4 Prime common shares used to calculate the number of shares withheld.
( 3 )One-third of the Class M-4 Prime common shares vest based on time, with such shares vesting ratably on each of the first five anniversaries of the November 15, 2015 vesting start date; one-third vest upon the trading price of the Class A common shares attaining a per-share volume weighted average closing trading price of $50 or more during any 120-day period (or upon a sale or change in control in which Class A common shares are valued at $50 or more); and one-third vest upon the trading price of the Class A common shares attaining a per-share volume weighted average closing trading price of $70 or more during any 120-day period (or upon a sale or change in control in which Class A common shares are valued at $70 or more). Any remaining unvested Class M-4 Prime common shares expire November 15, 2025.

Remarks:
Exhibit 24.1 - Power of Attorney (incorporated by reference to the Power of Attorney filed as Exhibit 24.1 to the Form 3 filed by the Reporting Person on December 9, 2016)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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